COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC.Common Stock Purchase Warrant • April 29th, 2024 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 26, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agile Therapeutics, Inc., a Delaware corporation (the “Company”), up to 3,992,572 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2023 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2023, between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES E-1 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC.Warrant Agreement • December 20th, 2023 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS SERIES E-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the _____2 anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agile Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGILE THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Sales AgreementSales Agreement • April 27th, 2022 • Agile Therapeutics Inc • Pharmaceutical preparations
Agile Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC.Placement Agent Common Stock Purchase Warrant • December 20th, 2023 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agile Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of January 20, 2023, as amended on March 30, 2023, May 22, 2023, and December 11, 2023.
WARRANT AGREEMENT To Purchase Shares of the Common Stock of AGILE THERAPEUTICS, INC. Dated as of February 24, 2015 (the “Effective Date”)Warrant Agreement • February 24th, 2015 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
AGILE THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 18th, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
STRICTLY CONFIDENTIAL Agile Therapeutics, Inc.Underwriting Agreement • June 29th, 2022 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
15,000,000 Shares Agile Therapeutics, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 21st, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2022 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2022, between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2023 • Agile Therapeutics Inc • Pharmaceutical preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 16, 2023, by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Scott Coiante (the “Executive”), collectively referred to as the “parties.”
ContractWarrant Agreement • April 17th, 2014 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
26,666,648 Shares of Common Stock Warrants to Purchase up to 13,333,324 Shares of Common Stock AGILE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
Agile Therapeutics, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you are acting as Representative (the "Representative"), an aggregate of 26,666,648 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), together with warrants to purchase an aggregate of 13,333,324 shares of Common Stock, in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Warrants” and collectively with the Shares, the “Securities”). The shares of Common Stock into which the Warrants are exercisable are hereinafter referred to as the “Warrant Shares.” The respective amounts of the Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. Each Share will be sold together with one-half of a Warrant
DEVELOPMENT, LICENSE AND COMMERCIALIZATION AGREEMENTDevelopment, License and Commercialization Agreement • May 5th, 2014 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
This Development, License and Commercialization Agreement (this “Agreement”) is entered into as of October 18, 2006 (the “Effective Date”) between Corium International, Inc., a Delaware corporation having its principal place of business at 2686 Middlefield Road, Redwood City, CA 94063, (“Corium”), and Agile Therapeutics, Inc., a Delaware corporation, having its principal place of business at 366 Wall Street, Princeton, NJ 08540, (“Agile”).
AGILE THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 10th, 2022 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
Agile Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. ( “Cantor”) and H.C. Wainwright & Co., LLC (“HCW”; each of Cantor and HCW individually an “Agent” and together, the “Agents”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2014 • Agile Therapeutics Inc
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 14, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Agile Therapeutics, Inc., a Delaware corporation with offices located at 101 Poor Farm Road, Princeton, NJ 08540 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC.Security Agreement • March 1st, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
This Warrant is issued pursuant to that certain Credit Agreement and Guaranty dated as of February 10, 2020 (the “Credit Agreement”) by and among the Company, as borrower, the subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto, and Holder, as administrative agent for the lenders, as amended by the First Amendment to Credit Agreement and Guaranty dated as of the date hereof.
AGILE THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2016 • Agile Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT is made as of between Agile Therapeutics, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”) and shall be effective as of the date hereof.
Credit Agreement and Guaranty Dated as of February 10, 2020 among Agile Therapeutics, Inc., as the Borrower, The Guarantors from Time to Time Party hereto, as Guarantors The Lenders from Time to Time Party hereto, as Lenders and Perceptive Credit...Credit Agreement • February 12th, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC.Placement Agent Common Stock Purchase Agreement • February 23rd, 2024 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Agile Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of January 20, 2023, as amended.
AGILE THERAPEUTICS, INC. PERFORMANCE UNIT ISSUANCE AGREEMENT RECITALSPerformance Unit Issuance Agreement • January 26th, 2018 • Agile Therapeutics Inc • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (FIRST WARRANT) AGILE THERAPEUTICS, INC.Warrant Agreement • March 23rd, 2023 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) is entered into as of the Amendment Date set forth above between Agile Therapeutics, Inc., a Delaware corporation (the “Company”) and Perceptive Credit Holdings III, LP (or its assigns, the “Holder”).
LEASE AGREEMENT between 500 COLLEGE ROAD VENTURE, LLC Landlord and AGILE THERAPEUTICS, INC. Tenant Dated: August 6, 2021 Premises: Suite 310 of the Building located at 500 College Road East Princeton, New Jersey 08540Lease Agreement • December 30th, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations • New Jersey
THIS AGREEMENT OF LEASE (this “Lease”) dated August 6, 2021, between 500 COLLEGE ROAD VENTURE, LLC, a New Jersey limited liability company, havi ng an office address c/o Bergman Realty Corporation, 555 U.S. Highway 1 South, Suite 210, Iselin, New Jersey 08830 (hereinafter called “Landlord”) and AGILE THERAPEUTICS, INC., a Delaware corporation having an office address prior to the Commencement Date of 101 Poor Farm Road, Princeton, New Jersey 08540, Attention: Tristen Herrstrom, SVP, Human Resources & Administration (hereinafter cal led “Tenant”).
SECOND AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM AND TELESOLUTIONS)Project Agreement • December 30th, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations
This Second Amendment (the “Amendment”) dated January 1, 2021 (the “Effective Date”) is made by and between inVentiv Commercial Services, LLC, a Syneos Health® group company, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 100 Poor Farm Road, Princeton, New Jersey 08540 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 25, 2024 BY AND AMONG INSUD PHARMA, S.L., EXELTIS PROJECT, INC. AND AGILE THERAPEUTICS, INC.Merger Agreement • June 26th, 2024 • Agile Therapeutics Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 25, 2024, among INSUD PHARMA, S.L., a company existing under the laws of Spain (“Parent”), EXELTIS PROJECT, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2014 • Agile Therapeutics Inc • Pharmaceutical preparations • Delaware
This FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of July 18, 2012 among Agile Therapeutics, Inc. (the “Company”), a Delaware corporation; those persons listed on Schedule A hereto who are signatories to this Agreement (individually an “Investor” and collectively the “Investors”); and those persons listed on Schedule B hereto who are signatories to this Agreement (individually a “Management Stockholder” and collectively the “Management Stockholders”).
THIRD AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM)Project Agreement • December 30th, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations
This Third Amendment (the “Amendment”) entered into as of the last date of signature herein and made effective as of July 1, 2021 (the “Amendment Effective Date”) is made by and between Syneos Health Commercial Services, LLC, f/k/a inVentiv Commercial Services LLC, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 100 Poor Farm Road, Princeton, New Jersey 08540 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
REVOLVING PROMISSORY NOTERevolving Promissory Note • June 26th, 2024 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, AGILE THERAPEUTICS, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of EXELTIS USA, Inc., a New Jersey corporation (the “Lender”), or its registered assigns, on the Stated Expiry Date (as hereinafter defined) or earlier as hereinafter provided the principal sum of up to EIGHT MILLION DOLLARS ($8,000,000) (the “Commitment Amount”).
CONSULTING AGREEMENTConsulting Agreement • March 17th, 2014 • Agile Therapeutics Inc • New Jersey
This CONSULTING AGREEMENT (this “Agreement”) is entered into and effective as of this 24th day of May, 2012 (the “Effective Date”), by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and SMARTPHARMA LLC, a New Jersey limited liability company (the “Consultant”).
FIRST AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM AND TELESOLUTIONS)Project Agreement • March 1st, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations
This First Amendment (the “Amendment”) dated June 1, 2020 (the “Effective Date”) is made by and between inVentiv Commercial Services, LLC, a Syneos Health® group company, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 100 Poor Farm Road, Princeton, New Jersey 08540 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
PROJECT AGREEMENT (DETAILING – FIELD TEAM AND TELESOLUTIONS)Project Agreement • August 11th, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations
This Project Agreement (this “Project Agreement”) is made as of April 30, 2020 (the “Effective Date”) by and between inVentiv Commercial Services, LLC, a Syneos HealthTM group company, with an office located at 500 Atrium Drive, Somerset, NJ 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 100 Poor Farm Road, Princeton, New Jersey 08540 (“Client”). Client and Syneos Health may each be referred to herein as a “Party” and collectively, the “Parties”.
LEASE AMENDMENTLease Amendment • March 12th, 2018 • Agile Therapeutics Inc • Pharmaceutical preparations • New Jersey
THIS LEASE AMENDMENT (“Agreement”) is entered into on this 22d day of April, 2016 by and between Agile Therapeutics, Inc. (“Tenant”) and Bunn Farm Associates, LLC (“Landlord”).
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • March 1st, 2021 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
This Waiver and First Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of February 26, 2021 (the “First Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
MASTER SERVICE AGREEMENTMaster Service Agreement • August 11th, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations • New Jersey
This Master Service Agreement (this “Agreement”) is made as of October 11, 2017 (the “Effective Date”) by and between inVentiv Commercial Services, LLC, a New Jersey limited liability company with an office located at 500 Atrium Drive, Somerset, NJ 08873 (“inVentiv”) and Agile Therapeutics, Inc., a Delaware corporation with an office located at 101 Poor Farm Road, Princeton, New Jersey 08540 (“Client”). Client and inVentiv may each be referred to herein as a “Party” and collectively, the “Parties”.
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2017 • Agile Therapeutics Inc • Pharmaceutical preparations • California
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into this 5th day of May, 2017, by and among (a) AGILE THERAPEUTICS, INC., a Delaware corporation (“Borrower”), (b) HERCULES CAPITAL, INC., formerly known as HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation in its capacity as administrative agent for itself and the Lender (as defined herein) (in such capacity, the “Agent”), and (c) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as “Lender”).
